Clyde Process Solutions plc - Issue of Equity
CLYDE PROCESS SOLUTIONS PLC
ISSUE OF EQUITY
The Board of Clyde Process Solutions plc (the “Company”) announces that, further to the preliminary results announcement issued by the Company on 5 June, it has today issued and allotted 8,201,948 new ordinary shares (the “Earn Out Shares”) in the Company to certain vendors of Clyde Materials Handling Ltd ("CMH"). These are being issued because part of the consideration for the reverse acquisition of CMH by the Company on 21 July 2006 was in the form of Earn Out Shares.
As explained in the circular to shareholders dated 27 June 2006, the Earn Out Shares payable under CMH's acquisition agreement in July 2006 would be issued dependent on the cumulative level of EBITDA of CMH for the 24 months ending 29 February 2008. The acquisition agreement stated that for every £1 that CMH's cumulative EBITDA for the 24 months ending 29 February 2008 exceeded £1m, £2.67 of Earn Out Shares would be issued, subject to a maximum of £9.5m of Earn Out Shares.
CMH EBITDA for the 12 months ended 29 February 2008 was £1.810m. Cumulative EBITDA for CMH for the 24 months ended 29 February 2008 was £4.072m. Based on the acquisition agreement, a total of 8,201,948 Earn Out Shares have today been issued for nil consideration. Application has been made for the Earn Out Shares to be admitted to trading on AIM and dealings are expected to commence on 23 June 2008.
The vendors of CMH include members of the Company’s Board and senior management, and, as a result of the issue of the Earn Out Shares they receive, their enlarged holdings are set out below:
| Name | Ordinary shares prior to issue of Earn Out Shares | Earn Out Shares | Ordinary Shares following issue of Earn Out Shares | Percentage of issued share capital |
| Jim McColl | 3,355,500 | 3,015,793 | 6,371,293 | 15.78 |
| Alex Stewart | 1,269,467 | 1,245,817 | 2,515,284 | 6.23 |
| John Hall | 25,216 | 24,916 | 50,132 | 0.12 |
As a result of this issue of Earn Out Shares, the Concert Party (as defined in the circular to shareholders dated 23 March 2007) will hold 11,587,781 ordinary shares in the Company representing approximately 28.70 per cent. of the Company’s issued share capital.
One of the other vendors of CMH, Uberior Equity Limited, (which is not a member of the Concert Party) has been issued 2,669,601 Earn Out Shares in the Company representing approximately 6.61 per cent. of the Company’s issued share capital.
The issued share capital of the Company following the issue of the Earn Out Shares will be 40,376,710 ordinary shares of 25p each.
For further information please contact: Clyde Process Solutions plc Alex Stewart, Chief Executive | Tel: +44 (0) 1355 575 000 |
Nominated Adviser Dowgate Capital Advisers Limited James Caithie | Tel: +44 (0) 207 492 4777 |
Broker Arden Partners Chris Hardie | Tel: +44 (0) 207 398 1600 |
PRAbchurch Sarah Hollins / George Parker | Tel: +44 (0) 20 7398 7719 |